FORM 8-K · On November 12, 2019, BP Midstream Partners LP (the ³Partnership) issued a press release announcing third quarter 2019 earnings. The press release is being furnished

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): November 12, 2019

BP Midstream Partners LP (Exact name of registrant as specified in its charter)

Delaware 001-38260 82-1646447

(State or other jurisdiction of

incorporation or organization) (Commission

file number) (I.R.S. Employer

Identification No.)

501 Westlake Park Boulevard, Houston, Texas 77079

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (281) 366-2000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any

of the following provisions (see General Instruction A.2):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol Name of each exchange on which registered

Common Units, Representing Limited Partner Interests BPMP New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On November 12, 2019, BP Midstream Partners LP (the “Partnership”) issued a press release announcing third quarter 2019

earnings. The press release is being furnished as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

The information provided in this Item 2.02 (including the exhibit) shall not be deemed to be “filed” for purposes of Section 18

of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, and

is not incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the

Exchange Act.

Item 7.01 Regulation FD Disclosure.

In addition, on November 12, 2019, the Partnership posted a third quarter 2019 presentation on the Partnership's website at

www.bpmidstreampartners.com. The information furnished in this Item 7.01 shall not be deemed to be “filed” for purposes of

Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and is not incorporated by reference into

any filing under the Securities Act or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Number Description

99.1 Press Release dated November 12, 2019 issued by BP Midstream Partners LP

104 Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive

Data File because its XBRL tags are embedded within the Inline XBRL document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its

behalf by the undersigned hereunto duly authorized.

Date: November 12, 2019 BP MIDSTREAM PARTNERS LP

By: BP MIDSTREAM PARTNERS GP LLC,

its general partner

By: /s/ Hans F. Boas

Hans F. Boas

Chief Legal Counsel and Secretary

FOR IMMEDIATE RELEASE

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BP Midstream Partners LP (NYSE: BPMP) Exhibit 99.1

BP MIDSTREAM PARTNERS REPORTS THIRD QUARTER 2019 RESULTS

• Delivered strong operational and financial results, with record quarterly throughput on our BP2 pipeline

since IPO.

• Increased Net income attributable to the Partnership by 23% during the quarter, notwithstanding weather

and producer maintenance impacts in the offshore Gulf of Mexico.

• Now expect to be at top end of Cash available for distribution guidance ($165-175 million) for 2019.

• Declared quarterly cash distribution of 33.55 cents per unit for the third quarter of 2019, an increase of

3.6% over the second quarter of 2019.

HOUSTON, November 12, 2019 - BP Midstream Partners LP (“BPMP” or the “Partnership”) today reported financial

results for the third quarter ended September 30, 2019.

Commenting on the third quarter results, CEO Rip Zinsmeister said: “The strong operational and financial performance of

our asset portfolio during the quarter, notwithstanding the headwinds of apportionment on the Enbridge mainline and

weather in the Gulf of Mexico, continues to demonstrate the resilience and the stability of cash generation, of our portfolio.

We achieved the highest throughput on our BP2 pipeline since the initial public offering (“IPO”) of BPMP, as a result of

record quarterly performance at BP’s Whiting refinery. Based on the continued momentum we see in underlying asset

performance, and our confidence in the outlook through the end of the year, we now expect to be at the top end of our full

year Cash available for distribution guidance for 2019. We have now delivered seven consecutive quarters of distribution

increases, and with our next quarterly distribution, we expect to deliver mid-teens distribution growth for 2019.”

Operational results

During the third quarter, total pipeline gross throughput was more than 1.6 million barrels of oil equivalent per day, slightly

lower than the second quarter of 2019. Portfolio throughput during the quarter remained strong, set against record throughput

during the previous quarter in which throughput was the highest since BPMP’s IPO.

Throughput on BP2 pipeline during the quarter was 316 thousand barrels per day – the highest throughput level achieved

on this pipeline since IPO.

Throughput on Proteus and Endymion increased during the third quarter due to the ramp up of Appomattox, notwithstanding

the impact of Hurricane Barry. Caesar, Cleopatra and Ursa all reported lower throughput during the quarter due to Hurricane

Barry and maintenance activity by offshore producers. The gross throughput impact of Hurricane Barry on the offshore

portfolio was approximately 100 thousand barrels of oil equivalent per day. There was no material damage to any of our

assets as a result of the hurricane.


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Financial results

GAAP Measures:

• Net income attributable to the Partnership in the third quarter was $45.8 million (or $0.43 per unit).

• Cash from operating activities was $55.0 million for the three months ended September 30, 2019.

• Cash on hand was $92.4 million at September 30, 2019.

• Outstanding borrowings were $468.0 million under our $600.0 million unsecured revolving credit facility with

an affiliate of BP, at September 30, 2019.

Non-GAAP Measures:

• Adjusted EBITDA* attributable to the Partnership in the third quarter was $51.9 million.

• Cash available for distribution* attributable to the Partnership generated in the third quarter was $45.0

million.

• Quarterly cash distribution: On October 17, 2019, the board of directors of the general partner of BPMP

declared an increased quarterly cash distribution of $0.3355 per unit for the third quarter of 2019.

• Distribution coverage ratio was 1.25 times for the third quarter. * Adjusted EBITDA and cash available for distribution are Non-GAAP supplemental financial measures. See reconciliation tables later in this press release.

Net income attributable to the Partnership for the third quarter was $45.8 million. This was 23% higher compared with the

second quarter of 2019, and 30% higher than the same period in 2018.

Compared with the second quarter of 2019, the result reflected higher revenue from onshore pipelines due to higher

throughput on BP2 and Diamondback as well as mid-year annual tariff increases across all three onshore pipelines.

Additionally, $2.4 million of deficiency revenue under the throughput and deficiency agreement relating to Diamondback

was recognized during the quarter. Income from equity method investments was also higher during the quarter. This was

due to favorable non-cash adjustments relating to the offshore pipelines which more than offset any negative impacts from

weather and producer maintenance in the Gulf of Mexico.

Adjusted EBITDA attributable to the Partnership for the third quarter was $51.9 million, 14% higher compared with the

second quarter of 2019 and 38% higher than the same period in 2018. Cash available for distribution for the third quarter

was $45.0 million, 5% higher compared with the second quarter of 2019 and 32% higher than the same period in 2018.

Since the first quarter of 2018, Adjusted EBITDA has grown by 47% and Cash available for distribution by 23%, continuing

the track record of consistent, solid performance delivery since IPO.

Webcast and conference call

A webcast and conference call will be held at 9:00 a.m. CST on November 12, 2019, hosted by Craig Coburn, BPMP Chief

Financial Officer; and Brian Sullivan, Vice President Investor Relations, to discuss BPMP’s performance in the third quarter


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2019. Interested parties may listen to the presentation at www.bpmidstreampartners.com, by clicking on the “2019 Third

Quarter Results Webcast” link, found in the "Events & Presentations" section under the Investor Relations menu option. A

replay of the webcast will be available following the live event. The Partnership has also posted an investor presentation to

its website. Information on the Partnership's website does not constitute a portion of this press release.

About BP Midstream Partners

BPMP is a fee-based, growth-oriented master limited partnership formed by BP Pipelines (North America), Inc. (“BP Pipelines”)

to own, operate, develop and acquire pipelines and other midstream assets. BPMP’s assets consist of interests in entities that own

crude oil, natural gas, refined products and diluent pipelines, and refined product terminals, serving as key infrastructure for BP

and other customers to transport onshore crude oil production to BP’s Whiting Refinery and offshore crude oil and natural gas

production to key refining markets and trading and distribution hubs. Certain of BPMP’s assets deliver refined products and

diluent from the Whiting Refinery and other U.S. supply hubs to major demand centers.

For more information on BPMP and the assets owned by BPMP, please visit www.bpmidstreampartners.com.

Cautionary statement

Certain statements contained in this news release constitute “forward-looking statements” within the meaning of Section

27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These

forward-looking statements represent BPMP’s expectations or beliefs concerning future events, and it is possible that the

results described in this news release will not be achieved. These forward-looking statements are subject to risks,

uncertainties and other factors, many of which are outside of BPMP’s control, which could cause actual results to differ

materially from the results discussed in the forward-looking statements. Any forward-looking statement speaks only as of

the date on which it is made, and, except as required by law, BPMP does not undertake any obligation to update or revise

any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge

from time to time, and it is not possible for BPMP to predict all such factors. When considering these forward-looking

statements, you should keep in mind the risk factors and other cautionary statements found in BPMP’s filings with the SEC,

including the annual report on Form 10-K for the year ended December 31, 2018 filed with SEC on February 28, 2019. The

risk factors and other factors noted in BPMP’s SEC filings could cause its actual results to differ materially from those

contained in any forward-looking statement.

Non-GAAP financial measures

This press release includes the terms Adjusted EBITDA and cash available for distribution. Adjusted EBITDA and cash

available for distribution are non-GAAP supplemental financial measures that management and external users of our

consolidated financial statements, such as industry analysts, investors, lenders and rating agencies, may use to assess:

• our operating performance as compared to other publicly traded partnerships in the midstream energy industry, without

regard to historical cost basis or, in the case of Adjusted EBITDA, financing methods;

• the ability of our business to generate sufficient cash to support our decision to make distributions to our unitholders;

• our ability to incur and service debt and fund capital expenditures; and

• the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment

opportunities.

We believe that the presentation of Adjusted EBITDA and cash available for distribution provides useful information to

investors in assessing our financial condition and results of operations. The GAAP measures most directly comparable to

Adjusted EBITDA and cash available for distribution are net income and net cash provided by operating activities,


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respectively. Adjusted EBITDA and cash available for distribution should not be considered as an alternative to GAAP net

income or net cash provided by operating activities.

Adjusted EBITDA and cash available for distribution have important limitations as analytical tools because they exclude

some but not all items that affect net income and net cash provided by operating activities. You should not consider Adjusted

EBITDA or cash available for distribution in isolation or as a substitute for analysis of our results as reported under GAAP.

Additionally, because Adjusted EBITDA and cash available for distribution may be defined differently by other companies

in our industry, our definitions of Adjusted EBITDA and cash available for distribution may not be comparable to similarly

titled measures of other companies, thereby diminishing their utility.

References to Adjusted EBITDA in this press release refer to net income before net interest expense, income taxes, gain or

loss from disposition of property, plant and equipment and depreciation and amortization, plus cash distributed to the

Partnership from equity method investments for the applicable period, less income from equity method investments. We

define Adjusted EBITDA attributable to the Partnership as Adjusted EBITDA less Adjusted EBITDA attributable to non-

controlling interests. We define cash available for distribution as Adjusted EBITDA attributable to the Partnership plus net

adjustments from volume deficiency agreements, less maintenance capital expenditures, net interest paid/received, cash

reserves, and income taxes paid. Cash available for distribution does not reflect changes in working capital balances.

The Partnership is unable to provide financial guidance for projected net income or net cash provided by operating

activities without unreasonable effort, and, therefore, is unable to provide a reconciliation of its Adjusted EBITDA and

cash available for distributions projections to net income or net cash provided by operating activities, the most comparable

financial measures calculated in accordance with GAAP.

The Partnership has not included a reconciliation of projected cash available for distribution to the nearest GAAP financial

measure for 2019 because it cannot do so without unreasonable effort and any attempt to do so would be inherently

imprecise.


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Further Information

BP Press Office: [email protected]

BPMP Investor Relations: [email protected]

RESULTS OF OPERATIONS (UNAUDITED)

Three Months Ended

September 30,

Nine Months Ended

September 30,

(in thousands of dollars, unless otherwise indicated) 2019 2018 2019 2018

Revenue $ 34,561 $ 32,074 $ 93,402 $ 87,628

Costs and expenses

Operating expenses 5,330 4,383 14,932 12,007

Maintenance expenses 369 671 1,325 1,598

General and administrative 4,005 5,287 12,556 13,355

Lease expense 17 15 53 45

Depreciation 656 663 1,970 1,987

Impairment and other, net — — 1,000 —

Property and other taxes 111 165 361 388

Total costs and expenses 10,488 11,184 32,197 29,380

Operating income 24,073 20,890 61,205 58,248

Income from equity method investments 30,104 22,581 83,312 66,262

Interest expense (income), net 3,784 (20 ) 11,310 119

Income before income taxes 50,393 43,491 133,207 124,391

Income tax expense — — — —

Net income 50,393 43,491 133,207 124,391

Less: Net income attributable to non-controlling interests 4,639 8,272 12,969 28,163

Net income attributable to the Partnership $ 45,754 $ 35,219 $ 120,238 $ 96,228

Net income attributable to the Partnership per limited partner unit -

basic and diluted (in dollars):

Common units $ 0.43 $ 0.34 $ 1.13 $ 0.92

Subordinated units $ 0.43 $ 0.34 $ 1.13 $ 0.92

Distributions declared per limited partner unit (in dollars):

Common units $ 0.3355 $ 0.2915 $ 0.9718 $ 0.8315

Subordinated units $ 0.3355 $ 0.2915 $ 0.9718 $ 0.8315

Weighted average number of limited partner units outstanding - basic

and diluted (in millions):

Common units – public 47.8 47.8 47.8 47.8

Common units – BP Holdco 4.6 4.6 4.6 4.6

Subordinated units – BP Holdco 52.4 52.4 52.4 52.4


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ADDITIONAL FINANCIAL DATA

Three Months Ended Nine Months Ended

(in thousands of dollars, except per-unit data and ratio data) September 30, 2019 September 30, 2019

Quarterly distribution declared per unit (in dollars) $ 0.3355 $ 0.9718

Adjusted EBITDA attributable to the Partnership 51,924 142,083

Cash available for distribution attributable to the Partnership 44,992 127,574

Distribution declared:

Limited partner units – public 16,039 46,457

Limited partner units – BP Holdco 19,109 55,351

General partner 743 1,344

Total distribution declared 35,891 103,152

Coverage ratio(1) 1.25 1.24

(1) Coverage ratio is equal to Cash available for distribution attributable to the Partnership divided by Total distribution declared.


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RECONCILIATION OF ADJUSTED EBITDA AND CASH AVAILABLE FOR DISTRIBUTION TO NET INCOME

Three Months Ended

September 30, Nine Months Ended

September 30,

(in thousands of dollars) 2019 2018 2019 2018

Net income $ 50,393 $ 43,491 133,207 124,391

Add:

Depreciation 656 663 1,970 1,987

Interest expense, net 3,784 (20 ) 11,310 119

Cash distribution received from equity method investments –

Mardi Gras Joint Ventures 15,050

14,649

45,338

50,566


Mars 14,250

13,167

40,088

36,110


Others 3,162

—

9,350

—

Less:

Income from equity method investments – Mardi Gras Joint

Ventures 13,255

10,340

37,055

35,205

Income from equity method investments – Mars 14,104 12,241 37,819 31,057

Income from equity method investments – Others 2,745 — 8,438 —

Adjusted EBITDA 57,191 49,369 157,951 146,911

Less:

Adjusted EBITDA attributable to non-controlling interests 5,267 11,719 15,868 40,453

Adjusted EBITDA attributable to the Partnership 51,924 37,650 142,083 106,458

Add:

Net adjustments from volume deficiency agreements (3,043 ) (2,676 ) (2,792 ) (1,853 )

Less:

Net interest paid/(received) (102 ) (20 ) 11,342 126

Maintenance capital expenditures 109 869 375 1,341

Cash reserves(1) 3,882 — — —

Cash available for distribution attributable to the Partnership $ 44,992 $ 34,125 $ 127,574 $ 103,138

(1) Acquisition financing expenses


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RECONCILIATION OF ADJUSTED EBITDA AND CASH AVAILABLE FOR DISTRIBUTION TO NET CASH PROVIDED

BY OPERATING ACTIVITIES

Three Months Ended


September 30,


Net cash provided by operating activities $ 55,021 45,649 $ 142,230 $ 133,486

Add:

Interest expense, net 3,784 (20 ) 11,310 119

Distributions in excess of earnings from equity method

investments 1,673

4,309

8,295

15,362

Less:

Change in other assets and liabilities 3,211 513 2,672 1,916

Non-cash adjustments 76 56 212 140

Impairment and other, net* — — 1,000 —

Adjusted EBITDA 57,191 49,369 157,951 146,911

Less:

Adjusted EBITDA attributable to non-controlling interests 5,267 11,719 15,868 40,453

Adjusted EBITDA attributable to the Partnership 51,924 37,650 142,083 106,458

Add:

Net adjustments from volume deficiency agreements (3,043 ) (2,676 ) (2,792 ) (1,853 )

Less:

Net interest paid/(received) (102 ) (20 ) 11,342 126

Maintenance capital expenditures 109 869 375 1,341

Cash reserves(1) 3,882 — — —

Cash available for distribution attributable to the Partnership $ 44,992 $ 34,125 $ 127,574 $ 103,138

* This includes $3.6 million of costs related to the Griffith Station Incident (impairment charge of $2.3 million and $1.3 million for response expense),

net of $(2.6) million in offsetting insurance receivable. The net charge of $1.0 million reflects our insurance deductible.

(1) Acquisition financing expenses


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SELECTED OPERATING DATA

Three Months Ended

September 30,

Nine Months Ended

September 30,

Pipeline throughput (thousands of barrels per day) (1)(2) 2019 2018 2019 2018

BP2 316 276 299 286

Diamondback 59 52 65 69

River Rouge 72 70 71 65

Total Wholly Owned Assets 447 398 435 420

Mars 519 580 548 499

Caesar 176 214 198 198

Cleopatra (3) 21 24 24 23

Proteus 191 150 158 169

Endymion 191 150 158 169

Mardi Gras Joint Ventures 579 538 538 559

Ursa 104 89 112 65

Average revenue per barrel ($ per barrel)(2)(4)

Total Wholly Owned Assets $ 0.78 $ 0.77 $ 0.77 $ 0.73

Mars 1.36 1.22 1.24 1.21

Mardi Gras Joint Ventures 0.63 0.68 0.67 0.66

Ursa 0.89 0.81 0.87 0.83

(1) Pipeline throughput is defined as the volume of delivered barrels.

(2) Interest in Ursa was contributed to the Partnership on October 1, 2018 and throughput and average revenue per barrel is presented on a 100%

basis for the three and nine months ended September 30, 2019 and 2018.

(3) Natural gas is converted to oil equivalent at 5.8 million cubic feet per one thousand barrels.

(4) Based on reported revenues from transportation and allowance oil divided by delivered barrels over the same time period.


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CAPITAL EXPENDITURES(1) (UNAUDITED)

Three Months Ended


September 30,


Cash spent on maintenance capital expenditures $ 109 $ 869 $ 375 $ 1,341

Increase in accrued capital expenditures 141 (30 ) 182 149

Total capital expenditures incurred $ 250 $ 839 $ 557 $ 1,490

(1) Capital expenditures presented above are related to the Wholly Owned Assets.

SELECTED BALANCE SHEET DATA (UNAUDITED)

(in thousands of dollars) September 30, 2019 December 31, 2018

Cash and cash equivalents $ 92,405 $ 56,970

Property, plant and equipment, net 64,866 68,580

Total assets 713,111 693,203

Long-term debt 468,000 468,000

Total equity 229,519 210,852

November 12, 2019

The information in this release reflects the unaudited consolidated financial position and results of BP Midstream Partners LP.

Documents

FORM 8-K · On November 12, 2019, BP Midstream Partners LP (the ³Partnership) issued a press release announcing third quarter 2019 earnings. The press release is being furnished